Division of Corporation Finance Actions Regarding EDGAR Filing Date Adjustments, Continuing Hardship Exemptions, Post Acceptance Corrections, Filing Deletions and Withdrawals, and Other Matters

The Division of Corporation Finance provides the following guidance for EDGAR filers to make the EDGAR filing process more efficient. This guidance is for ease of reference and does not change any existing rules or create any new ones.

Preliminary matters: filer information and security

Updating filer information

As an electronic filer, you have provided the EDGAR system with certain information about yourself or your company, including the filer's current name, mailing address, e-mail address, telephone number, and the person whom we may contact with questions about a filing. It is important that you keep this information current in EDGAR. Instructions for updating filer information are contained in the EDGAR Filer Manual, Volume I — General Information, in Chapter 5, Maintenance of Company Data. If you have questions about how to update this information, please contact Filer Support (202-551-8900).

If you do not keep this information current, we may not be able to expeditiously communicate with you regarding the status of your filings.

The Division of Corporation Finance will use the e-mail address you furnish to us for all EDGAR-related communications with you or your company. If you want your filing agent or law firm (if you use one) also to receive copies of communications regarding a specific filing you make, you can include their e-mail address in the submission header of the filing itself, and they also will receive acceptance or suspension messages for that filing.

Maintaining control of your access codes

An EDGAR filer uses five codes to login to the EDGAR system, make certain changes to filer information, or identify itself as the filer of a document. If a filer does not take certain precautions with these codes, it could find itself in the position of not being able to make a filing when needed. Giving these codes to other parties not authorized to act on the filer's behalf can result in unauthorized filings appearing on the filer's SEC filing records.

The filer access codes are described below.

• CIK (Central Index Key) — This is a publicly available number the SEC assigns to each filer. We use the CIK to distinguish between filers with similar names.
   
• CCC (CIK Confirmation Code) — A filer uses this code, in conjunction with a CIK number, in an EDGAR submission to verify its identity. A filer can change its CCC at any time.
   
  If a filer gives this code to a filing agent so that agent can make a filing on its behalf, the filer should consider changing the code after the agent makes the filing. The SEC staff recommends that a filer change the CCC after a filing agent uses it to make a filing on the filer's behalf to prevent the filing agent from inadvertently making unauthorized filings using the filer's codes (This can occur if a filing agent does not carefully check the codes it uses in a filing prior to submitting it).
   
• Password — A filer uses this code, in conjunction with a CIK code, to login to the EDGAR system and to update its filer information. A filer can change its password at any time.
   
  The SEC staff recommends that a filer closely control this code by restricting access to it to only a limited number of trusted filer employees. A filing agent does not need this code to make a filing on the filer's behalf. Filing agents should use their own access codes to login to the EDGAR system.
   
  A filer must change its password at least once a year or it will automatically expire. A filer cannot access the EDGAR system with an expired password. It is the filer's responsibility to ensure that passwords are updated yearly.
   
• PMAC (Password Modification Access Code) — A filer uses this code to change its password. The SEC staff recommends that a filer closely control this code by restricting access to the code to only a limited number of trusted filer employees.
   
• Passphrase — A filer uses this code to regenerate all of the above, other than the CIK number. The SEC staff recommends that a filer closely control this code by restricting access to the code to only a limited number of trusted filer employees.

Filing date adjustments

Rule 13(b) of Regulation S-T outlines the circumstances under which a filer may request an adjustment to the official filing date of an electronic filing.

The staff will consider a filer’s request for filing date adjustments for filings with a required due date. A filer (not a third party, such as a filing agent) must submit a written request, via an EDGAR CORRESP submission, addressed to the Chief, Office of Information Technology, Division of Corporation Finance. The filer must submit this request under the company’s CIK. The request must be signed by the filer or an authorized legal representative of the filer.

To help us process these requests most efficiently, we recommend that the filer provide the following information in any filing date adjustment request:

• The name and CIK of the filer.
   
• For subject company filings, the name and CIK of the subject company.
   
• The accession number of the filing that is the subject of the request.
   
• The EDGAR submission type of the filing that is the subject of the request.
   
• A concise, but detailed, description of the technical difficulties leading to the late filing, including the date and time of the initial attempted transmission or transmissions.
   
• A statement of how the company will be harmed if the staff does not grant the filing date adjustment request.
   
• An affirmative request pursuant to Rule 13(b) of Regulation S-T for adjustment of the filing date from the specific filing date to the date of the initial attempted transmission.
   
• Any e-mails sent by EDGAR for test filings and all filing attempts, including acceptance/suspense messages, which demonstrate your good faith effort to timely file. (You should receive e-mails for every filing submitted using your CIK if you have set up your company information properly.)
   
  NOTE: Please do not include any private information such as EDGAR access codes and Social Security Numbers in the CORRESP submission.

We strongly encourage the filer to confirm this submission by sending an e-mail to cfitedgar@sec.gov, in which it presents the accession number of the request submitted on EDGAR, a name and phone number for a person whom the staff should contact regarding the request, and a facsimile number to which the staff can provide its response to the request.

If a filer wishes to discuss a request for a filing date adjustment prior to submitting it on EDGAR, it may call 202-551-3600.

We generally process filing date adjustment requests within 5-7 business days of receipt.

Continuing hardship exemptions

The staff may grant continuing hardship exemptions under Rule 202 of Regulation S-T. If the staff grants a continuing hardship exemption based upon a filer’s representation that converting the information it is required to file as an exhibit to an electronic filing to an electronic format would cause undue filer burden or expense, the filer may submit that document in paper. The staff may place a limit on the term of a continuing hardship exemption and require the filer to submit an electronic copy of the paper portion of the filing at a future date under Rule 202(d).

When requesting a continuing hardship exemption, a filer must meet the criteria set forth in Rule 202 based on an analysis of the burden or expense to the filer and whether an exemption is appropriate and consistent with the public interest.

To request a continuing hardship exemption, a filer (not a third party, such as a filing agent) must submit a written request, via an EDGAR CORRESP submission, addressed to the Chief, Office of Information Technology, Division of Corporation Finance. The filer must submit this request under the company’s CIK. The request must be signed by the filer or an authorized legal representative of the filer. The filer should make the request no later than 10 business days before its filing is due or otherwise intended to be filed (where there is no required filing date), and must include, at a minimum, the following:

• The reason(s) that the necessary hardware and software is not available without unreasonable burden and expense.
   
• The burden and expense involved to employ alternative means to make the electronic submission. And
   
• The reasons for not submitting electronically the document or group of documents, as well as justification for the requested time period.

The following information also would be helpful to the staff in connection with its evaluation of the request:

• A description of the material for which the request is being made.
   
• If the request is limited to a single submission or part of a submission, identify which submission type is the subject of the request and, if applicable, the part of the submission for which it is being made.
   
  NOTE: Please do not include any private information such as EDGAR access codes and Social Security Numbers in the CORRESP submission.

We strongly encourage the filer to confirm this submission by sending an e-mail to cfitedgar@sec.gov, in which it presents the accession number of the request submitted on EDGAR, a name and phone number for a person whom the staff should contact regarding the request, and a facsimile number to which the staff can provide its response to the request.

We generally process requests for continuing hardship exemptions within 5-7 business days of receipt.

Staff involvement in the filing process

The EDGAR filing process is largely automated. Filings are processed pursuant to the electronic instructions and information provided by filers within the filings themselves. The staff generally does not correct errors in EDGAR filings, nor does it typically intervene in the filing process. However, there are situations where the staff does get involved, either to help filers resolve problems with their filings’ receipt and acceptance by EDGAR or to protect the integrity and reliability of the EDGAR database. The most common situations where the staff may be asked to intervene or may otherwise become involved are as follows:

Correcting the submission type

If a filer submits a filing using the wrong submission type, usually the filer should refile the document using the correct submission type. In these situations, the staff generally does not take any steps to delete the original filing from the EDGAR system.

Correcting the file number

If a filer submits a filing that includes an incorrect file number, the staff generally does not take any steps to correct the information on the EDGAR system. In no event would any request be considered unless the file number requested corresponds to the file number contained in the text of the filing itself.

Correcting other information in the filing

The staff will not make pre- or post-acceptance changes to the text of filings. A filer that has made a filing with incorrect information in the text of the filing may choose to amend that filing to correct the information or to refile the document with the correct information.

In rare and unusual situations, the staff will consider requests to correct other types of filing errors. You may wish to call 202-551-3600 to discuss your problem before submitting a written request for relief. The staff will consider a request to correct EDGAR filing errors when the filer (not a third party, such as a filing agent) submits a written request to the Chief, Office of Information Technology, Division of Corporation Finance via an EDGAR CORRESP submission. The filer must submit this request under the company’s CIK. The request must be signed by the company or an authorized legal representative of the company.

To process these requests most efficiently, we recommend that the filer provide the following information in any request for header information changes:

• The name and CIK of the company.
   
• The accession number of filing that is the subject of the request.
   
• The EDGAR submission type of filing that is the subject of the request.
   
• Identification of the specific error.
   
• Identification of the correct information that filer should have used.
   
• An affirmative request that we change the submission to correct the information.
   
  NOTE: Please do not include any private information such as EDGAR access codes and Social Security Numbers in the CORRESP submission.

We strongly encourage the filer to confirm this submission by sending an e-mail to cfitedgar@sec.gov, in which it presents the accession number of the request submitted on EDGAR and a name and phone number for a person whom the staff should contact regarding the request.

It can take several weeks to process form type or file number post-acceptance changes. Please check the SEC Filings & Forms (EDGAR) link on sec.gov to determine if the correction has been processed. If the correction does not appear within eight weeks, you may call 202-551-3600 for follow-up.

Withdrawing Securities Act filings

A filer must submit a registration statement withdrawal request using EDGAR submission type “RW” to request withdrawal of a registration statement.

A filer must submit an amendment withdrawal request using EDGAR submission type “AW” to request withdrawal of a pre- or post-effective amendment.

Deleting filings

In very rare and unusual circumstances, the Division of Corporation Finance staff will consider a filer request to delete a filing from the EDGAR system. Prior to submitting a request for a filing deletion, a filer should call 202-551-3600.

If the staff indicates that it will consider a filer’s request for a filing deletion, the filer (not a third party such as a filing agent) should submit a written request to the Chief, Office of Information Technology, Division of Corporation Finance via an EDGAR CORRESP submission. The filer must submit this request under the company’s CIK. The request must be signed by the company or an authorized legal representative of the company and must include enough detail to justify the extraordinary request.

The filer should confirm this submission by sending an e-mail to cfitedgar@sec.gov, in which it presents the accession number of the request submitted on EDGAR and a name and phone number for a person with whom the staff should contact regarding the request.

http://www.sec.gov/info/edgar/cfedgarguidance.htm